On January 16, 2026, an amendment to the Civil Code for the State of Nuevo León was published, pursuant to which new provisions were added to regulate real estate practices related to “pre-sale” offers, a mechanism widely used in the residential development market.

In recent years, the practice known as “pre-sale” has proliferated in Nuevo León, particularly of vertical and horizontal housing projects, which commonly operate through schemes consisting of the receipt by the developer of “offers” from potential buyers, combined with the delivery of deposits subject to the developer’s acceptance.

The reform arises in response to various cases of non-compliance by developers who, by shielding themselves behind the use of the offer mechanism prior to the sale, have promoted insufficient legal certainty, an imbalance of obligations between the parties, and the risk of engaging in fraudulent practices.

The new Article 1720 Bis defines real estate pre-sale as the offer to purchase real estate property for which, at the time of the offer, the holder of the future property is not legally able to transfer ownership because the property is in the process of construction, urbanization, or development. For its part, Article 1720 Bis 1 establishes the minimum content that must be included in the pre-sale document, such as the identification of the parties, their addresses, bank accounts, and a description of the property that is the subject of the offer.

One of the most relevant aspects of the reform is the addition of Article 1720 Bis 2, which imposes on the developer the obligation to have a valid construction license as an essential requirement to receive pre-sale offers from potential buyers. However, it allows offers to be made even if the sales authorization specified in the Urban Development Law for the State of Nuevo León has not been obtained; if such sales authorization is not obtained, the developer must return the amounts received on deposit within the following 60 calendar days.

Articles 1720 Bis 3 and 1720 Bis 4 regulate the acceptance of the pre-sale offer and the precise time at which both parties become contractually bound. Under these provisions, the recipient of the offer will have a maximum period of three months from receipt to notify their acceptance, it being understood that, once this period has elapsed without express notification, the offer will be rejected, unless the potential buyer delivers any amount of money as a deposit, guaranty, or under any other name related to the offer, in which case the offer will be deemed accepted, but without it being considered as a purchase agreement.

With regard to penalties and the refund of amounts paid to the developer, Article 1720 Bis 5 provides that, in the event that the construction license expires or the corresponding sales authorization is denied, the developer shall be obliged to refund the amounts received, plus interest, which shall be no less than 9% per annum.

Finally, Article 1720 Bis 6 provides for the possibility of agreeing on penalties in the event of non-compliance by the developer, including the immediate revocation of the offer, without the need for a prior judicial declaration.

Overall, the amendments to the Civil Code of Nuevo León regarding real estate pre-sale offers seek to provide greater legal certainty to prospective property buyers of given that this practice is widely used in the market and has been susceptible to certain abuses, in the absence of specific regulations.

Nevertheless, this reform poses additional challenges for developers, particularly given the delays they face in the processing and obtaining of administrative authorizations, such as construction licenses and sales permits.